UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A





ý
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2008





OR





 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transition period from ________________ to
      ________________





Commission
      file number 000-53138





QueryObject
      Systems Corporation(Exact
      name of registrant as specified in its charter)Delaware
            94-3087939(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)c/o
      Olshan Grundman Frome Rosenzweig & Wolosky LLP
                Park
      Avenue Tower, 65 East 55th
      Street, Third Floor
                New
      York, New York 10022(Address
      of principal executive
      offices)                                                                           (Zip
      Code)Registrant’s
      telephone number, including area code (212)
  451-2300





Securities
      registered under Section 12(b) of the Act: NoneSecurities
      registered under Section 12(g) of the Act:
                Common
      Stock, $0.003 par value(Title
      of class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.   Yes  ̈   No
ý





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.   Yes  ̈   No
ý





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.   Yes ý   No
 ̈










Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large
      accelerated filer  ̈
                Accelerated
      filer  ̈Non-accelerated
      filer  ̈
                Smaller
      reporting company ý


Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).   Yes ý   No
 ̈





The
aggregate market value of the issuer’s common equity held by non-affiliates, as
of June 30, 2008 was $514,336, based on the closing price of the common stock on
the Pink Sheets of $0.012 per share.





As of
April 13, 2009, there were 42,861,328 shares of the issuer’s common stock
outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





The
information required by Items 10 to 14 of Part III will be incorporated by
reference to certain portions of a definitive proxy statement, which is expected
to be filed by the Registrant within 120 days after the close of its fiscal
year.










PART
III




Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.




Directors,
Executive Officers and Significant Employees




The
names, ages and positions of the Company’s current directors and executive
officers are as follows:




Name
            
            Age
            
            Positions
      and Offices HeldDaniel
      Pess
            
            56
            
            President,
      Chief Executive Officer, Secretary, Treasurer and
  DirectorPaul
      Sonkin
            
            40
            
            DirectorIsaac
      Kier
            
            56
            
            Director





Directors
and Executive Officer




Daniel
Pess, President, Chief Executive Officer, Secretary, Treasurer and
Director




Daniel M.
Pess is the sole officer and a director of the Company.  Mr. Pess is
currently Executive Vice President and Chief Financial Officer of CERTPOINT
Systems Inc., a software company.  From September 2006 to May 2007,
Mr. Pess was Senior Vice President and Chief Financial Officer of ATC Healthcare
Services, a temporary staffing company.  From February 2005 to August
2006, Mr. Pess was Senior Vice President and Chief Financial Officer of USADATA,
Inc., a technology company.  From April 2002 until October 2003, Mr.
Pess was Senior Vice President and Chief Financial Officer of White Amber, Inc.,
a software company.  In October 2003, White Amber, Inc. was sold to
Recruitsoft, Inc., also a software company.  Mr. Pess served as a
consultant to Recruitsoft, Inc. from October 2003 until May
2004.  From May 2004 to January 2005, Mr. Pess performed consulting
services for several companies.  Mr. Pess joined the Company in July
1994 as Vice President of Finance and Administration and was promoted to Senior
Vice President of Finance and Administration in October 1997.  In
December 1998, Mr. Pess became Executive Vice President and he served as Chief
Operating Officer from December 1998 to October 2000.  Since December
1996, Mr. Pess has also served as Chief Financial Officer of the Company and
since August 1997 Mr. Pess has served as Secretary of the
Company.  From 1991 to July 1994, Mr. Pess was Corporate Controller of
Uniforce Services, Inc., and a supplemental staffing company.  From
1986 to 1991, Mr. Pess was employed as Chief Financial Officer and Controller of
The Dartmouth Plan, Inc., a financial institution involved in mortgage and
leasing origination, sales and service.  Mr. Pess is a Certified
Public Accountant and holds a B.S. in Accounting from C.W. Post College of Long
Island University.




Isaac
Kier, Director




Isaac
Kier has served as a director since September 2007, and is currently the
managing partner at Kier Global LLC, a private family office and active investor
in private and public companies.  Mr. Kier also serves as CEO of KG
Funds, a fund of hedge funds.  Prior to forming Kier Global LLC in
February 2006, he was a partner of the General Partner of Coqui Capital
Partners, a Small Business Investment Companies venture fund investing in
private companies in the biotechnology, telecommunications and entertainment
industries from 2000 to January 2006.  From 2004 to 2006 Mr. Kier
served as Secretary, Treasurer and director of Tremisis Energy Acquisition
Corporation (TEGY.OB now NASDAQ: RAME).  From April 2005 until October
2006 Mr. Kier served as President, Secretary and Treasurer of MPLC, Inc.
(MPNC.OB).  He served as a director of MPLC, Inc. from April 2005
until January 2007.  Since April 1997, Mr. Kier has been a principal
of First Americas Management, LLC, an investment partnership focusing on merger
and acquisition opportunities globally.  He also served as President,
Chief Executive Officer and Chairman of the Board of Lida, Inc. (NASDAQ: LIDA)
from 1981 until 1995.  From 1987 to 1997, he served as the Managing
Partner of Dana Communications Limited, a non-wireline cellular
licensee.




Mr. Kier
currently serves on the Board of Directors of the following publicly reporting
company: Rand Logistics, Inc. (RAQC.OB)






1




Mr. Kier
received his B.A. in Economics from Cornell University and his J.D. from George
Washington University Law School.




Paul
Sonkin, Director




Paul D.
Sonkin has served as the Chief Investment Officer to Hummingbird Value Fund,
L.P., a Delaware limited partnership, since its inception in December 1999, to
Hummingbird Microcap Value Fund, LP, since its inception in March 2002, to
Hummingbird Concentrated Fund, LP, since its inception in January 2004, and to
Tarsier Nanocap Value Fund, LP, since its inception in June 2005.  Mr.
Sonkin currently sits on the Board of Directors of Meade Instruments Corp.
(NASDAQ MEAD) Since January 1998, Mr. Sonkin has served as an adjunct professor
at Columbia University Graduate School of Business, where he teaches courses on
securities analysis and value investing.  From May 1998 to May 1999,
Mr. Sonkin was a senior analyst at First Manhattan & Co., a firm that
specializes in mid and large cap value investing.  From May 1995 to
May 1998, Mr. Sonkin was an analyst and portfolio manager at Royce &
Associates, which practices small and micro cap value investing.  Mr.
Sonkin is a member of the Board of Directors of Conihasset Capital Partners,
Inc.  Mr. Sonkin received an MBA from Columbia University and a BA
degree in Economics from Adelphi University.




Involvement
on Certain Material Legal Proceedings During the Last Five Years




1.
            No
      director, officer, significant employee or consultant has been convicted
      in a criminal proceeding, exclusive of traffic violations or is subject to
      any pending criminal proceeding.




2.
            No
      bankruptcy petitions have been filed by or against any business or
      property of any director, officer, significant employee or consultant of
      the Company nor has any bankruptcy petition been filed against a
      partnership or business association where these persons were general
      partners or executive officers.




3.
            No
      director, officer, significant employee or consultant has been permanently
      or temporarily enjoined, barred, suspended or otherwise limited from
      involvement in any type of business, securities or banking
      activities.




4.
            No
      director, officer or significant employee has been convicted of violating
      a federal or state securities or commodities
  law.




Item
      11.
            Executive
      Compensation.




Neither
the Company’s current executive officer nor any of the Company’s current
directors receives any compensation for his services rendered to the Company,
has received such compensation in the past three years, or is accruing any
compensation pursuant to any agreement or arrangement with the
Company.  The Company currently has no employment agreements,
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs for the benefit of directors, officers, or other
employees.




The
officer and directors of the Company will not receive any finder’s fees, either
directly or indirectly, as a result of their efforts to implement the Company’s
business plan outlined herein.




Option/SAR
Grants in Last Fiscal Year




The
Company granted no options during fiscal year 2008 and had no options
outstanding as of the end of fiscal year 2008.




Item
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.




As of the
date of this Form 10-K/A, there are 42,861,328 shares of the Company’s common
stock, par value $0.003 per share, issued and outstanding.  The
following table sets forth certain information regarding the beneficial
ownership of the Company’s common stock by (i) each stockholder known by
the Company to be the beneficial owner of more than 5% of the Company’s common
stock; (ii) by each executive officer of the Company at the end of the last
completed fiscal year; (iii) each current director and executive officer;
and (iv) by all of the foregoing executive officers (including the former
executive officers) and current directors of the Company as a group. Each of the
persons named in the table has sole voting and investment power with respect to
the shares beneficially owned.




2




Directors,
      Executive Officers
                        And
      5% Stockholders
                    
                    Number
      of Shares
                        of
      Common Stock
                        Beneficially
      Owned(1)
                    
                    Percentage(2)David
      Nussbaum
                      275
      Madison Avenue
                      27th
      Floor
                      New
      York, New York 10016
                    
                    
                    59,267,646
                    (3)(4)
                    
                    
                    61.6
                    %Steve
      Levine
                      275
      Madison Avenue
                      27th
      Floor
                      New
      York, New York 10016
                    
                    
                    59,057,665
                    (3)(4)
                    
                    
                    61.4
                    %BRMR
      LLC
                      Barry
      Rubenstein
                      68
      Wheatley Road
                      Brookville,
      New York 11545
                    
                    
                    57,751,900
                    (4)
                    
                    
                    60.1
                    %Phil
      Bloom
                      18-70
      211th Street
                      Bayside   NY   11360
                    
                    
                    12,179,518
                    
                    
                    
                    28.4
                    %Dalewood
      Associates LP
                      275
      Madison Avenue
                      27th
      Floor
                      New
      York, New York 10016
                    
                    
                    58,632,674
                    (3)(4)
                    
                    
                    60.3
                    %Daniel
      M. Pess
                    
                    
                    -----
                    
                    
                    
                    -----Paul
      Sonkin
                      The
      Tarsier Nanocap Value Fund LP
                      460
      Park Avenue - 12th
      Floor
                      New
      York, New York 10022
                    
                    
                    13,333,333
                    (5)
                    
                    
                    23.7
                    %Isaac
      Kier
                      Isaac
      Kier Revocable Trust
                      1775
      Broadway, Suite 604
                      New
      York, New York 10019
                    
                    
                    13,333,333
                    (6)
                    
                    
                    23.7
                    %All
      directors and executive officers as a group
                      (Daniel
      M. Pess, Paul Sonkin and Isaac Kier)
                    
                    
                    26,666,666
                    (5)(6)
                    
                    
                    38.4
                    %





* Less
than one percent.





(1)
            A
      person is deemed to be the beneficial owner of voting securities that can
      be acquired by such person within 60 days of April 15, 2009 upon the
      exercise of options, warrants or convertible securities.  Each
      beneficial owner’s percentage ownership is determined by assuming that
      options, warrants or convertible securities that are held by such person
      (but not those held by any other person) and that are currently
      exercisable (i.e., that are
      exercisable within 60 days after May 20, 2008) have been
      exercised.  Unless otherwise noted, the Company believes that
      all persons named in the table have sole voting and investment power with
      respect to all shares beneficially owned by
  them.




3




(2)
            Based
      on 42,861,328 shares of Common Stock outstanding as of April 15,
      2009.




(3)
            Includes
      32,000,000 shares of Common Stock underlying a warrant exercisable within
      60 days and 21,333,333 shares of Common Stock underlying a convertible
      note exercisable within 60 days held by Dalewood Associates
      LP.  Each of David Nussbaum and Steve Levine exercise sole or
      shared voting and or dispositive power for the shares held by Dalewood
      Associates LP, EarlyBirdCapital, Inc. and Firebrand Financial Group,
      Inc.  By virtue of this relationship, David Nussbaum, Steve
      Levine, Dalewood Associates LP, EarlyBirdCapital, Inc. and Firebrand
      Financial Group may be considered a group for purposes of Section 13(d)(3)
      of the Exchange Act.




(4)
            Includes
      32,000,000 shares of common stock underlying a warrant exercisable within
      60 days and 21,333,3333 shares of Common Stock underlying a convertible
      note exercisable within 60 days held by BRMR LLC, a limited liability
      company whose members are Barry Rubenstein and Marilyn
      Rubenstein.  Also includes 60,600 shares held by Barry
      Rubenstein.  Barry Rubenstein exercises sole voting and
      dispositive power of the shares held by BRMR
  LLC.




(5)
            Consists
      of 8,000,000 shares of common stock underlying a warrant exercisable
      within 60 days and 5,333,333 shares of common stock underlying a
      convertible note exercisable within 60 days held by the Tarsier Nanocap
      Value Fund LP.  Paul Sonkin exercises sole voting and
      dispositive power for the shares held by the Tarsier Nanocap Value Fund
      L.P.




(6)
            Consists
      of 8,000,000 shares of common stock underlying a warrant exercisable
      within 60 days and 5,333,333 shares of common stock underlying a
      convertible note exercisable within 60 days held by the Isaac Kier
      Revocable Trust.  Isaac Kier exercises sole voting and
      dispositive power for the shares held by the Isaac Kier Revocable
      Trust.




Item
      13.
            Certain
      Relationships, Related Transactions And Director
    Independence.




On June
28, 2007, in consideration of a loan of $100,000, the Company issued to Dalewood
Associates (“Dalewood”), a current stockholder, (i) a convertible promissory
note, convertible into 33,333,333 shares of Common Stock at a conversion price
of $0.003 per share and (ii) related warrants to purchase 50,000,000 shares of
Common Stock.  Dalewood subsequently transferred (i) a convertible
promissory note, convertible into 12,000,000 shares of Common Stock and
(ii) related warrants to purchase 18,000,000 shares of Common Stock to BRMR
LLC.




On
May 19, 2008, in consideration of loans of $28,000, $16,000 and $16,000,
made by BRMR LLC, the Isaac Kier Revocable Trust (an entity affiliated with
Isaac Kier, a Director of the Company) and the Tarsier Nanocap Value Fund (an
entity affiliated with Paul Sonkin, a Director of the Company), respectively,
the Company issued to BRMR LLC, the Isaac Kier Revocable Trust and the Tarsier
Nanocap Value Fund (i) convertible notes convertible into
9,333,333,  5,333,333, and 5,333,333 shares of Common Stock
respectively and (ii) related warrants to purchase 14,000,000, 8,000,000
and 8,000,000 shares of Common Stock, respectively.




On June
17, 2008, the Company issued to Dalewood 1,924,683 shares of common stock in
payment of $5,774.05 in interest that had accrued through such date on that
certain Senior Convertible Promissory Note, dated as of May 19, 2008 made by the
Company in favor of Dalewood. In addition, the Company entered into an amendment
to the Dalewood Note extending the expiration date thereof to May 19,
2009.




On June
17, 2008, the Company issued to BRMR 1,082,633 shares of Common Stock in payment
of $3,247.90 in interest that had accrued through such date on that certain
Senior Convertible Promissory Note, dated as of May 19, 2008 made by the Company
in favor of BRMR. In addition, the Company entered into an amendment to the BRMR
Note extending the expiration date thereof to May 19, 2009.




4




Messrs.
Kier and Sonkin are independent as that term is defined by the Nasdaq Stock
Market.




Conflicts
of Interest




Our
management is not required to commit their full time to our
affairs.  As a result, pursuing a Business Combination may require a
greater period of time than if they would devote their full time to our
affairs.  Management is not precluded from serving as officers or
directors of any other entity that is engaged in business activities similar to
those of the Company.  In the future, management may become associated
or affiliated with entities engaged in business activities similar to those we
intend to conduct.  In such event, management may have conflicts of
interest in determining to which entity a particular business opportunity should
be presented.  Mr. Kier, a director serves as a director of one other
such company.  In general, officers and directors of a Delaware
corporation are required to present certain business opportunities to such
corporation.  In cases where our management has multiple business
affiliations, they may have similar legal obligations to present certain
business opportunities to multiple entities.  If several business
opportunities or operating entities approach management with respect to a
Business Combination, management will consider a number of factors including
preferences of the management of the operating company and availability of
resources of the acquiring company.  However, management will act in
what they believe will be in the best interests of the stockholders of the
Registrant and other respective public companies.




Other
than described above, there have been no transactions that are required to be
disclosed pursuant to Item 404 of Regulation S-B.




Item
      14.
            Principal
      Accountant Fees And Services.




Sherb
& Co. LLP audited our financial statements as of and for the two years ended
December 31, 2008 and 2007.




Audit
Fees




The
aggregate fees billed for professional services rendered by Sherb & Co. LLP
for the year ended December 31, 2008 were $25,500, consisting of audit fees of
$15,000 and fees related to reviews of our Form 10 and related filings of
$10,500.  The aggregate fees billed for professional services rendered
by Sherb & Co. LLP for the fiscal year ended December 31, 2007 consisted of
audit fees of $15,000.




Audit-Related
Fees




We did
not receive audit-related services from Sherb & Co. LLP that are not
reported as Audit Fees for the years ended December 31, 2008 or
2007.




Tax
Fees




Sherb
& Co. LLP did not provide nor is expected to provide any professional
services for tax compliance, tax advice and tax planning for the years ended
December 31, 2008 and 2007.




All
Other Fees




We did
not receive products and services provided by Sherb & Co. LLP, other than
those discussed above, for the years ended December 31, 2008 and
2007.




Pre-Approval
Policy




The
disinterested directors performed the responsibilities of the audit
committee.  All of such services for the audit for the fiscal year
ended December 31, 2008 were approved by such directors.  As the
Company was not registered under the Securities Exchange Act of 1934, as
amended, until May 2008, the services related to the audit for the fiscal year
ended December 31, 2007 were approved by Daniel Pess, our sole Director prior to
2008.  On a going-forward basis, the Company intends to have an audit
committee which will pre-approve all auditing services and permitted non-audit
services to be performed for us by Sherb & Co. LLP, including the fees and
terms thereof (subject to the de minimus exceptions for non-audit services
described in the Exchange Act which are approved by the audit committee prior to
the completion of the audit).




5




PART
IV




Item
      15.
            Exhibits,
      Financial Statement and Schedules.




(a)
            Financial
      Statements for the years ended December 31, 2007 and December 31,
      2008.




(b)
            Copies
      of the following documents are filed with this Annual Report on
      Form 10-K as exhibits.




Exhibit
      Number
            
            Description3.1*
            
            Certificate
      of Incorporation, as amended3.2*
            
            Certificate
      of Amendment, dated March 14, 2008, to Certificate of
      Incorporation3.3*
            
            Certificate
      of Amendment, dated May 16, 2008, to Certificate of
      Incorporation3.4*
            
            By-Laws4.1*
            
            Form
      of Promissory Note, dated June 17, 20074.2*
            
            Form
      of Warrant, dated June 17, 20074.3*
            
            Form
      of Promissory Note, dated May 19, 20084.4*
            
            Form
      of Warrant, dated May 19, 200831.1
            
            Section
      302 Certification of Principal Executive Officer and Prinicipal Financial
      Officer32.1
            
            Section
      906 Certification of Principal Executive Officer and Principal Financial
      Officer




*
Previously filed in connection with the Company’s Form 10 and incorporated
herein by reference.




6




SIGNATURE




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.




QueryObject
      Systems Corporation(Registrant)Date:
      April 30, 2009
            By:
            /s/
      Daniel PessName:
            Daniel
      PessTitle:
            President











7